|
|
☑
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Delaware
|
|
26-3718801
|
(State or other jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
Title of each class
|
|
Trading Symbol
|
|
Name of each exchange on which registered
|
Common Stock, $0.01 par value
|
|
SLCA
|
|
New York Stock Exchange
|
Large accelerated filer
|
|
þ
|
|
Accelerated filer
|
|
¨
|
|
|
|
|
|||
Non-accelerated filer
|
|
¨
|
|
Smaller reporting company
|
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
Emerging growth company
|
|
☐
|
|
|
Page
|
PART I
|
Financial Information (Unaudited):
|
|
|
||
|
||
|
||
|
||
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||
|
||
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|
|
PART II
|
Other Information:
|
|
|
||
|
|
|
ITEM 1.
|
FINANCIAL STATEMENTS
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
ASSETS
|
|||||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
189,388
|
|
|
$
|
202,498
|
|
Accounts receivable, net
|
237,393
|
|
|
215,486
|
|
||
Inventories, net
|
148,397
|
|
|
162,087
|
|
||
Prepaid expenses and other current assets
|
12,876
|
|
|
17,966
|
|
||
Income tax deposits
|
2,010
|
|
|
2,200
|
|
||
Total current assets
|
590,064
|
|
|
600,237
|
|
||
Property, plant and mine development, net
|
1,803,203
|
|
|
1,826,303
|
|
||
Operating lease right-of-use assets
|
196,660
|
|
|
—
|
|
||
Goodwill
|
273,524
|
|
|
261,340
|
|
||
Intangible assets, net
|
189,207
|
|
|
194,626
|
|
||
Other assets
|
12,856
|
|
|
18,334
|
|
||
Total assets
|
$
|
3,065,514
|
|
|
$
|
2,900,840
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current Liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
231,260
|
|
|
$
|
216,400
|
|
Current portion of operating lease liabilities
|
59,479
|
|
|
—
|
|
||
Current portion of long-term debt
|
13,093
|
|
|
13,327
|
|
||
Current portion of deferred revenue
|
26,161
|
|
|
31,612
|
|
||
Total current liabilities
|
329,993
|
|
|
261,339
|
|
||
Long-term debt, net
|
1,229,820
|
|
|
1,246,428
|
|
||
Deferred revenue
|
81,904
|
|
|
81,707
|
|
||
Liability for pension and other post-retirement benefits
|
60,830
|
|
|
57,194
|
|
||
Deferred income taxes, net
|
130,942
|
|
|
137,239
|
|
||
Operating lease liabilities
|
139,379
|
|
|
—
|
|
||
Other long-term liabilities
|
60,181
|
|
|
64,629
|
|
||
Total liabilities
|
2,033,049
|
|
|
1,848,536
|
|
||
Commitments and Contingencies (Note O)
|
|
|
|
|
|
||
Stockholders’ Equity:
|
|
|
|
||||
Preferred stock, $0.01 par value, 10,000,000 shares authorized; zero issued and outstanding at June 30, 2019 and December 31, 2018
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 500,000,000 shares authorized; 82,549,488 issued and 73,579,691 outstanding at June 30, 2019; 81,811,977 issued and 73,148,853 outstanding at December 31, 2018
|
821
|
|
|
818
|
|
||
Additional paid-in capital
|
1,176,057
|
|
|
1,169,383
|
|
||
Retained earnings
|
45,224
|
|
|
67,854
|
|
||
Treasury stock, at cost, 8,969,797 and 8,663,124 shares at June 30, 2019 and December 31, 2018, respectively
|
(180,775
|
)
|
|
(178,215
|
)
|
||
Accumulated other comprehensive loss
|
(21,382
|
)
|
|
(15,020
|
)
|
||
Total U.S. Silica Holdings, Inc. stockholders’ equity
|
1,019,945
|
|
|
1,044,820
|
|
||
Non-controlling interest
|
12,520
|
|
|
7,484
|
|
||
Total stockholders' equity
|
1,032,465
|
|
|
1,052,304
|
|
||
Total liabilities and stockholders’ equity
|
$
|
3,065,514
|
|
|
$
|
2,900,840
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Sales:
|
|
|
|
|
|
|
|
||||||||
Product
|
$
|
303,041
|
|
|
$
|
345,957
|
|
|
$
|
599,901
|
|
|
$
|
640,745
|
|
Service
|
91,813
|
|
|
81,476
|
|
|
173,703
|
|
|
156,001
|
|
||||
Total sales
|
394,854
|
|
|
427,433
|
|
|
773,604
|
|
|
796,746
|
|
||||
Cost of sales (excluding depreciation, depletion and amortization):
|
|
|
|
|
|
|
|
||||||||
Product
|
225,473
|
|
|
236,236
|
|
|
460,389
|
|
|
443,475
|
|
||||
Service
|
68,687
|
|
|
56,609
|
|
|
131,309
|
|
|
110,280
|
|
||||
Total cost of sales (excluding depreciation, depletion and amortization)
|
294,160
|
|
|
292,845
|
|
|
591,698
|
|
|
553,755
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative
|
38,659
|
|
|
42,232
|
|
|
73,315
|
|
|
76,823
|
|
||||
Depreciation, depletion and amortization
|
44,899
|
|
|
36,563
|
|
|
89,499
|
|
|
65,155
|
|
||||
Asset impairment
|
—
|
|
|
16,184
|
|
|
—
|
|
|
16,184
|
|
||||
Total operating expenses
|
83,558
|
|
|
94,979
|
|
|
162,814
|
|
|
158,162
|
|
||||
Operating income
|
17,136
|
|
|
39,609
|
|
|
19,092
|
|
|
84,829
|
|
||||
Other (expense) income:
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(23,765
|
)
|
|
(20,214
|
)
|
|
(47,743
|
)
|
|
(27,284
|
)
|
||||
Other income, net, including interest income
|
15,074
|
|
|
1,081
|
|
|
15,796
|
|
|
1,746
|
|
||||
Total other expense
|
(8,691
|
)
|
|
(19,133
|
)
|
|
(31,947
|
)
|
|
(25,538
|
)
|
||||
Income (loss) before income taxes
|
8,445
|
|
|
20,476
|
|
|
(12,855
|
)
|
|
59,291
|
|
||||
Income tax expense
|
(2,384
|
)
|
|
(2,832
|
)
|
|
(412
|
)
|
|
(10,353
|
)
|
||||
Net income (loss)
|
$
|
6,061
|
|
|
$
|
17,644
|
|
|
$
|
(13,267
|
)
|
|
$
|
48,938
|
|
Less: Net loss attributable to non-controlling interest
|
(89
|
)
|
|
—
|
|
|
(93
|
)
|
|
—
|
|
||||
Net income (loss) attributable to U.S. Silica Holdings, Inc.
|
$
|
6,150
|
|
|
$
|
17,644
|
|
|
$
|
(13,174
|
)
|
|
$
|
48,938
|
|
Earnings (loss) per share attributable to U.S. Silica Holdings, Inc.:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.08
|
|
|
$
|
0.23
|
|
|
$
|
(0.18
|
)
|
|
$
|
0.62
|
|
Diluted
|
$
|
0.08
|
|
|
$
|
0.22
|
|
|
$
|
(0.18
|
)
|
|
$
|
0.62
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
73,301
|
|
|
77,784
|
|
|
73,165
|
|
|
78,636
|
|
||||
Diluted
|
73,505
|
|
|
78,480
|
|
|
73,165
|
|
|
79,328
|
|
||||
Dividends declared per share
|
$
|
0.06
|
|
|
$
|
0.06
|
|
|
$
|
0.13
|
|
|
$
|
0.13
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income (loss)
|
$
|
6,061
|
|
|
$
|
17,644
|
|
|
$
|
(13,267
|
)
|
|
$
|
48,938
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
||||||||
Unrealized (loss) gain on derivatives (net of tax of $(660) and $1 for the three months ended June 30, 2019 and 2018, respectively, and $(959) and $2 for the six months ended June 30, 2019 and 2018, respectively)
|
(2,071
|
)
|
|
4
|
|
|
(3,011
|
)
|
|
6
|
|
||||
Foreign currency translation adjustment (net of tax of $49 and $(7) for the three months ended June 30, 2019 and 2018, respectively, and $(11) and $(9) for the six months ended June 30, 2019 and 2018, respectively)
|
165
|
|
|
(540
|
)
|
|
(34
|
)
|
|
(541
|
)
|
||||
Pension and other post-retirement benefits liability adjustment (net of tax of $(1,112) and $799 for the three months ended June 30, 2019 and 2018, respectively, and $(1,057) and $1,529 for the six months ended June 30, 2019 and 2018, respectively)
|
(3,491
|
)
|
|
2,505
|
|
|
(3,317
|
)
|
|
4,798
|
|
||||
Comprehensive income (loss)
|
$
|
664
|
|
|
$
|
19,613
|
|
|
$
|
(19,629
|
)
|
|
$
|
53,201
|
|
Less: Comprehensive loss attributable to non-controlling interest
|
(89
|
)
|
|
—
|
|
|
(93
|
)
|
|
—
|
|
||||
Comprehensive income (loss) attributable to U.S. Silica Holdings, Inc.
|
$
|
753
|
|
|
$
|
19,613
|
|
|
$
|
(19,536
|
)
|
|
$
|
53,201
|
|
|
Common
Stock |
Treasury
Stock |
Additional
Paid-In Capital |
Retained
Earnings |
Accumulated
Other Comprehensive Loss |
Total U.S. Silica Holdings Inc., Stockholders’
Equity |
Non-controlling Interest
|
Total
Stockholders’ Equity |
||||||||||||||||
Balance at March 31, 2019
|
$
|
820
|
|
$
|
(180,125
|
)
|
$
|
1,173,259
|
|
$
|
43,920
|
|
$
|
(15,985
|
)
|
$
|
1,021,889
|
|
$
|
12,209
|
|
$
|
1,034,098
|
|
Net income
|
—
|
|
—
|
|
—
|
|
6,150
|
|
—
|
|
6,150
|
|
(89
|
)
|
6,061
|
|
||||||||
Unrealized loss on derivatives
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,071
|
)
|
(2,071
|
)
|
—
|
|
(2,071
|
)
|
||||||||
Foreign currency translation adjustment
|
—
|
|
—
|
|
—
|
|
—
|
|
165
|
|
165
|
|
—
|
|
165
|
|
||||||||
Pension and post-retirement liability
|
—
|
|
—
|
|
—
|
|
—
|
|
(3,491
|
)
|
(3,491
|
)
|
—
|
|
(3,491
|
)
|
||||||||
Cash dividend declared ($0.0625 per share)
|
—
|
|
—
|
|
—
|
|
(4,846
|
)
|
—
|
|
(4,846
|
)
|
—
|
|
(4,846
|
)
|
||||||||
Contributions from non-controlling interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
400
|
|
400
|
|
||||||||
Common stock-based compensation plans activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Equity-based compensation
|
—
|
|
—
|
|
2,799
|
|
—
|
|
—
|
|
2,799
|
|
—
|
|
2,799
|
|
||||||||
Tax payments related to shares withheld for vested restricted stock and stock units
|
1
|
|
(650
|
)
|
(1
|
)
|
—
|
|
—
|
|
(650
|
)
|
—
|
|
(650
|
)
|
||||||||
Balance at June 30, 2019
|
$
|
821
|
|
$
|
(180,775
|
)
|
$
|
1,176,057
|
|
$
|
45,224
|
|
$
|
(21,382
|
)
|
$
|
1,019,945
|
|
$
|
12,520
|
|
$
|
1,032,465
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance at March 31, 2018
|
$
|
814
|
|
$
|
(103,940
|
)
|
$
|
1,153,336
|
|
$
|
314,405
|
|
$
|
(11,632
|
)
|
$
|
1,352,983
|
|
$
|
—
|
|
$
|
1,352,983
|
|
Net income
|
—
|
|
—
|
|
—
|
|
17,644
|
|
—
|
|
17,644
|
|
—
|
|
17,644
|
|
||||||||
Unrealized gain on derivatives
|
—
|
|
—
|
|
—
|
|
—
|
|
4
|
|
4
|
|
—
|
|
4
|
|
||||||||
Foreign currency translation adjustment
|
—
|
|
—
|
|
—
|
|
—
|
|
(540
|
)
|
(540
|
)
|
—
|
|
(540
|
)
|
||||||||
Pension and post-retirement liability
|
—
|
|
—
|
|
—
|
|
—
|
|
2,505
|
|
2,505
|
|
—
|
|
2,505
|
|
||||||||
Cash dividend declared ($0.0625 per share)
|
—
|
|
—
|
|
—
|
|
(4,876
|
)
|
—
|
|
(4,876
|
)
|
—
|
|
(4,876
|
)
|
||||||||
Common stock-based compensation plans activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Equity-based compensation
|
—
|
|
—
|
|
6,931
|
|
—
|
|
—
|
|
6,931
|
|
—
|
|
6,931
|
|
||||||||
Proceeds from options exercised
|
—
|
|
93
|
|
(31
|
)
|
—
|
|
—
|
|
62
|
|
—
|
|
62
|
|
||||||||
Tax payments related to shares withheld for vested restricted stock and stock units
|
1
|
|
(710
|
)
|
(1
|
)
|
—
|
|
—
|
|
(710
|
)
|
—
|
|
(710
|
)
|
||||||||
Repurchase of common stock
|
—
|
|
(15,499
|
)
|
—
|
|
—
|
|
—
|
|
(15,499
|
)
|
—
|
|
(15,499
|
)
|
||||||||
Balance at June 30, 2018
|
$
|
815
|
|
$
|
(120,056
|
)
|
$
|
1,160,235
|
|
$
|
327,173
|
|
$
|
(9,663
|
)
|
$
|
1,358,504
|
|
$
|
—
|
|
$
|
1,358,504
|
|
|
Common
Stock |
Treasury
Stock |
Additional
Paid-In Capital |
Retained
Earnings |
Accumulated
Other Comprehensive Loss |
Total U.S. Silica Holdings Inc., Stockholders’
Equity |
Non-controlling Interest
|
Total
Stockholders’ Equity |
||||||||||||||||
Balance at December 31, 2018
|
$
|
818
|
|
$
|
(178,215
|
)
|
$
|
1,169,383
|
|
$
|
67,854
|
|
$
|
(15,020
|
)
|
$
|
1,044,820
|
|
$
|
7,484
|
|
$
|
1,052,304
|
|
Net loss
|
—
|
|
—
|
|
—
|
|
(13,174
|
)
|
—
|
|
(13,174
|
)
|
(93
|
)
|
(13,267
|
)
|
||||||||
Unrealized loss on derivatives
|
—
|
|
—
|
|
—
|
|
—
|
|
(3,011
|
)
|
(3,011
|
)
|
—
|
|
(3,011
|
)
|
||||||||
Foreign currency translation adjustment
|
—
|
|
—
|
|
—
|
|
—
|
|
(34
|
)
|
(34
|
)
|
—
|
|
(34
|
)
|
||||||||
Pension and post-retirement liability
|
—
|
|
—
|
|
—
|
|
—
|
|
(3,317
|
)
|
(3,317
|
)
|
—
|
|
(3,317
|
)
|
||||||||
Cash dividend declared ($0.1250 per share)
|
—
|
|
—
|
|
—
|
|
(9,456
|
)
|
—
|
|
(9,456
|
)
|
—
|
|
(9,456
|
)
|
||||||||
Contributions from non-controlling interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
5,129
|
|
5,129
|
|
||||||||
Common stock-based compensation plans activity:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Equity-based compensation
|
—
|
|
—
|
|
6,844
|
|
—
|
|
—
|
|
6,844
|
|
—
|
|
6,844
|
|
||||||||
Proceeds from options exercised
|
—
|
|
295
|
|
(167
|
)
|
—
|
|
—
|
|
128
|
|
—
|
|
128
|
|
||||||||
Tax payments related to shares withheld for vested restricted stock and stock units
|
3
|
|
(2,855
|
)
|
(3
|
)
|
—
|
|
—
|
|
(2,855
|
)
|
—
|
|
(2,855
|
)
|
||||||||
Balance at June 30, 2019
|
$
|
821
|
|
$
|
(180,775
|
)
|
$
|
1,176,057
|
|
$
|
45,224
|
|
$
|
(21,382
|
)
|
$
|
1,019,945
|
|
$
|
12,520
|
|
$
|
1,032,465
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance at December 31, 2017
|
$
|
812
|
|
$
|
(25,456
|
)
|
$
|
1,147,084
|
|
$
|
287,992
|
|
$
|
(13,926
|
)
|
$
|
1,396,506
|
|
$
|
—
|
|
$
|
1,396,506
|
|
Net income
|
—
|
|
—
|
|
—
|
|
48,938
|
|
—
|
|
48,938
|
|
—
|
|
48,938
|
|
||||||||
Unrealized gain on derivatives
|
—
|
|
—
|
|
—
|
|
—
|
|
6
|
|
6
|
|
—
|
|
6
|
|
||||||||
Foreign currency translation adjustment
|
—
|
|
—
|
|
—
|
|
—
|
|
(541
|
)
|
(541
|
)
|
—
|
|
(541
|
)
|
||||||||
Pension and post-retirement liability
|
—
|
|
—
|
|
—
|
|
—
|
|
4,798
|
|
4,798
|
|
—
|
|
4,798
|
|
||||||||
Cash dividend declared ($0.1250 per share)
|
—
|
|
—
|
|
—
|
|
(9,757
|
)
|
—
|
|
(9,757
|
)
|
—
|
|
(9,757
|
)
|
||||||||
Common stock-based compensation plans activity:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Equity-based compensation
|
—
|
|
—
|
|
13,185
|
|
—
|
|
—
|
|
13,185
|
|
—
|
|
13,185
|
|
||||||||
Proceeds from options exercised
|
—
|
|
93
|
|
(31
|
)
|
—
|
|
—
|
|
62
|
|
—
|
|
62
|
|
||||||||
Tax payments related to shares withheld for vested restricted stock and stock units
|
3
|
|
(4,194
|
)
|
(3
|
)
|
—
|
|
—
|
|
(4,194
|
)
|
—
|
|
(4,194
|
)
|
||||||||
Repurchase of common stock
|
—
|
|
(90,499
|
)
|
—
|
|
—
|
|
—
|
|
(90,499
|
)
|
—
|
|
(90,499
|
)
|
||||||||
Balance at June 30, 2018
|
$
|
815
|
|
$
|
(120,056
|
)
|
$
|
1,160,235
|
|
$
|
327,173
|
|
$
|
(9,663
|
)
|
$
|
1,358,504
|
|
$
|
—
|
|
$
|
1,358,504
|
|
|
Six Months Ended
June 30, |
||||||
|
2019
|
|
2018
|
||||
Operating activities:
|
|
|
|
||||
Net (loss) income
|
$
|
(13,267
|
)
|
|
$
|
48,938
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation, depletion and amortization
|
89,499
|
|
|
65,155
|
|
||
Asset impairment
|
—
|
|
|
16,184
|
|
||
Gain on valuation change of royalty note payable
|
(14,100
|
)
|
|
—
|
|
||
Debt issuance amortization
|
2,640
|
|
|
4,421
|
|
||
Original issue discount amortization
|
528
|
|
|
561
|
|
||
Deferred income taxes
|
(943
|
)
|
|
11,023
|
|
||
Deferred revenue
|
(17,479
|
)
|
|
(6,970
|
)
|
||
Loss (gain) on disposal of property, plant and equipment
|
70
|
|
|
(5,619
|
)
|
||
Equity-based compensation
|
6,844
|
|
|
13,185
|
|
||
Bad debt provision, net of recoveries
|
2,399
|
|
|
387
|
|
||
Other
|
(2,886
|
)
|
|
(4,516
|
)
|
||
Changes in operating assets and liabilities, net of effects of acquisitions:
|
|
|
|
||||
Accounts receivable
|
(28,327
|
)
|
|
(24,472
|
)
|
||
Inventories
|
13,690
|
|
|
6,040
|
|
||
Prepaid expenses and other current assets
|
6,103
|
|
|
1,333
|
|
||
Income taxes
|
190
|
|
|
(4,757
|
)
|
||
Accounts payable and accrued expenses
|
26,121
|
|
|
(2,883
|
)
|
||
Short-term and long-term obligations-vendor incentives
|
4,021
|
|
|
54,632
|
|
||
Liability for pension and other post-retirement benefits
|
5,153
|
|
|
301
|
|
||
Other noncurrent assets and liabilities
|
2,232
|
|
|
—
|
|
||
Net cash provided by operating activities
|
82,488
|
|
|
172,943
|
|
||
Investing activities:
|
|
|
|
||||
Capital expenditures
|
(78,451
|
)
|
|
(159,196
|
)
|
||
Capitalized intellectual property costs
|
(2,620
|
)
|
|
(3,863
|
)
|
||
Acquisition of business, net of cash acquired
|
—
|
|
|
(742,841
|
)
|
||
Proceeds from sale of property, plant and equipment
|
708
|
|
|
26,179
|
|
||
Net cash used in investing activities
|
(80,363
|
)
|
|
(879,721
|
)
|
||
Financing activities:
|
|
|
|
||||
Dividends paid
|
(9,372
|
)
|
|
(10,132
|
)
|
||
Repurchase of common stock
|
—
|
|
|
(90,499
|
)
|
||
Proceeds from options exercised
|
128
|
|
|
62
|
|
||
Tax payments related to shares withheld for vested restricted stock and stock units
|
(2,855
|
)
|
|
(4,194
|
)
|
||
Proceeds from long-term debt
|
—
|
|
|
1,280,000
|
|
||
Payments on long-term debt
|
(8,226
|
)
|
|
(493,231
|
)
|
||
Financing fees paid
|
—
|
|
|
(37,273
|
)
|
||
Contributions from non-controlling interest
|
5,129
|
|
|
—
|
|
||
Principal payments on finance lease obligations
|
(39
|
)
|
|
(165
|
)
|
||
Net cash (used in) provided by financing activities
|
(15,235
|
)
|
|
644,568
|
|
||
Net decrease in cash and cash equivalents
|
(13,110
|
)
|
|
(62,210
|
)
|
||
Cash and cash equivalents, beginning of period
|
202,498
|
|
|
384,567
|
|
||
Cash and cash equivalents, end of period
|
$
|
189,388
|
|
|
$
|
322,357
|
|
|
Six Months Ended
June 30, |
||||||
|
2019
|
|
2018
|
||||
Supplemental cash flow information:
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Interest
|
$
|
43,960
|
|
|
$
|
22,689
|
|
Taxes, net of refunds
|
$
|
1,360
|
|
|
$
|
3,778
|
|
Related party purchases
|
$
|
—
|
|
|
$
|
1,604
|
|
Non-cash items:
|
|
|
|
||||
Accrued capital expenditures
|
$
|
30,134
|
|
|
$
|
21,966
|
|
Capital lease assumed by third-party
|
$
|
—
|
|
|
$
|
119
|
|
Asset retirement obligation assumed by third-party
|
$
|
—
|
|
|
$
|
2,116
|
|
In thousands, except per share amounts
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to U.S. Silica Holdings, Inc.
|
|
$
|
6,150
|
|
|
$
|
17,644
|
|
|
$
|
(13,174
|
)
|
|
$
|
48,938
|
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding
|
|
73,301
|
|
|
77,784
|
|
|
73,165
|
|
|
78,636
|
|
||||
Diluted effect of stock awards
|
|
204
|
|
|
696
|
|
|
—
|
|
|
692
|
|
||||
Weighted average shares outstanding assuming dilution
|
|
73,505
|
|
|
78,480
|
|
|
73,165
|
|
|
79,328
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share attributable to U.S. Silica Holdings, Inc.:
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share
|
|
$
|
0.08
|
|
|
$
|
0.23
|
|
|
$
|
(0.18
|
)
|
|
$
|
0.62
|
|
Diluted earnings (loss) per share
|
|
$
|
0.08
|
|
|
$
|
0.22
|
|
|
$
|
(0.18
|
)
|
|
$
|
0.62
|
|
In thousands
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Stock options excluded
|
|
689
|
|
|
426
|
|
|
712
|
|
|
427
|
|
Restricted stock and performance share units awards excluded
|
|
254
|
|
|
264
|
|
|
298
|
|
|
319
|
|
Dividends per Common Share
|
|
Declaration Date
|
|
Record Date
|
|
Payable Date
|
||
$
|
0.0625
|
|
|
February 15, 2019
|
|
March 14, 2019
|
|
April 4, 2019
|
$
|
0.0625
|
|
|
May 13, 2019
|
|
June 14, 2019
|
|
July 5, 2019
|
|
For the Six Months Ended June 30, 2019
|
||||||||||||||
|
Unrealized loss on cash flow hedges
|
|
Foreign currency translation adjustments
|
|
Pension and other post-retirement benefits liability
|
|
Total
|
||||||||
Beginning Balance
|
$
|
(1,621
|
)
|
|
$
|
(620
|
)
|
|
$
|
(12,779
|
)
|
|
$
|
(15,020
|
)
|
Other comprehensive loss before reclassifications
|
(3,011
|
)
|
|
(34
|
)
|
|
(3,946
|
)
|
|
(6,991
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
—
|
|
|
629
|
|
|
629
|
|
||||
Ending Balance
|
$
|
(4,632
|
)
|
|
$
|
(654
|
)
|
|
$
|
(16,096
|
)
|
|
$
|
(21,382
|
)
|
Preliminary allocation of purchase price:
|
Estimate as of December 31, 2018
|
Measurement Period Adjustments(1)
|
Purchase Price Allocation
|
||||||
Accounts receivable, net
|
$
|
43,305
|
|
$
|
—
|
|
$
|
43,305
|
|
Inventories
|
86,112
|
|
—
|
|
86,112
|
|
|||
Property, plant and mine development
|
148,495
|
|
(1,937
|
)
|
146,558
|
|
|||
Mineral rights
|
419,469
|
|
(10,580
|
)
|
408,889
|
|
|||
Identifiable intangible assets - finite lived
|
10,270
|
|
(1,500
|
)
|
8,770
|
|
|||
Identifiable intangible assets - indefinite lived
|
38,050
|
|
(1,250
|
)
|
36,800
|
|
|||
Prepaids and deposits
|
2,072
|
|
(245
|
)
|
1,827
|
|
|||
Other assets
|
7,474
|
|
—
|
|
7,474
|
|
|||
Goodwill
|
150,628
|
|
12,184
|
|
162,812
|
|
|||
Total assets acquired
|
905,875
|
|
(3,328
|
)
|
902,547
|
|
|||
Accounts payable
|
13,435
|
|
—
|
|
13,435
|
|
|||
Accrued expenses and other current liabilities
|
10,304
|
|
—
|
|
10,304
|
|
|||
Deferred tax liabilities
|
122,811
|
|
(3,328
|
)
|
119,483
|
|
|||
Long term liabilities
|
16,076
|
|
—
|
|
16,076
|
|
|||
Total liabilities assumed
|
$
|
162,626
|
|
$
|
(3,328
|
)
|
$
|
159,298
|
|
Net assets acquired
|
$
|
743,249
|
|
$
|
—
|
|
$
|
743,249
|
|
|
Approximate Fair Value
|
|
Estimated Useful Life
|
||
|
(in thousands)
|
|
(in years)
|
||
Technology and intellectual property
|
$
|
1,400
|
|
|
15
|
Customer relationships
|
7,370
|
|
|
15
|
|
Total identifiable intangible assets - finite lived
|
$
|
8,770
|
|
|
|
|
|
|
|
||
Trade names
|
$
|
36,800
|
|
|
|
Total identifiable intangible assets - indefinite lived
|
$
|
36,800
|
|
|
|
|
Three Months Ended June 30, 2018
|
|
Six Months Ended June 30, 2018
|
||||
Sales
|
$
|
451,566
|
|
|
$
|
879,493
|
|
Net Income
|
$
|
19,693
|
|
|
$
|
70,539
|
|
Basic earnings per share
|
$
|
0.25
|
|
|
$
|
0.90
|
|
Diluted earnings per share
|
$
|
0.25
|
|
|
$
|
0.89
|
|
|
|
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
Trade receivables
|
$
|
223,523
|
|
|
$
|
198,435
|
|
Less: Allowance for doubtful accounts
|
(9,071
|
)
|
|
(6,751
|
)
|
||
Net trade receivables
|
214,452
|
|
|
191,684
|
|
||
Other receivables(1)
|
22,941
|
|
|
23,802
|
|
||
Total accounts receivable
|
$
|
237,393
|
|
|
$
|
215,486
|
|
(1
|
)
|
At both June 30, 2019 and December 31, 2018, other receivables included $16.0 million of refundable alternative minimum tax credits.
|
|
June 30,
2019 |
|
June 30,
2018 |
||||
Beginning balance
|
$
|
6,751
|
|
|
$
|
7,780
|
|
Bad debt provision
|
2,399
|
|
|
387
|
|
||
Write-offs
|
(79
|
)
|
|
(394
|
)
|
||
Ending balance
|
$
|
9,071
|
|
|
$
|
7,773
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Supplies
|
$
|
47,684
|
|
|
$
|
41,453
|
|
Raw materials and work in process
|
59,966
|
|
|
68,474
|
|
||
Finished goods
|
40,747
|
|
|
52,160
|
|
||
Total inventories
|
$
|
148,397
|
|
|
$
|
162,087
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
Mining property and mine development
|
$
|
991,639
|
|
|
$
|
995,759
|
|
Asset retirement cost
|
13,805
|
|
|
12,732
|
|
||
Land
|
55,355
|
|
|
55,502
|
|
||
Land improvements
|
69,226
|
|
|
67,729
|
|
||
Buildings
|
68,490
|
|
|
64,515
|
|
||
Machinery and equipment
|
1,087,605
|
|
|
958,357
|
|
||
Furniture and fixtures
|
3,547
|
|
|
3,599
|
|
||
Construction-in-progress
|
93,874
|
|
|
167,933
|
|
||
|
2,383,541
|
|
|
2,326,126
|
|
||
Accumulated depletion, depreciation and amortization
|
(580,338
|
)
|
|
(499,823
|
)
|
||
Total property, plant and mine development, net
|
$
|
1,803,203
|
|
|
$
|
1,826,303
|
|
|
Oil & Gas Proppants Segment
|
|
Industrial & Specialty Products Segment
|
|
Totals
|
||||||||||||||||||
|
Goodwill
|
Impairments
|
|
|
Goodwill
|
Impairments
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December, 2018
|
$
|
250,267
|
|
$
|
(164,167
|
)
|
$
|
86,100
|
|
|
$
|
175,240
|
|
$
|
—
|
|
$
|
175,240
|
|
|
$
|
261,340
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
EPM acquisition measurement period adjustment(1)
|
—
|
|
—
|
|
—
|
|
|
12,184
|
|
—
|
|
12,184
|
|
|
12,184
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at June 30, 2019
|
$
|
250,267
|
|
$
|
(164,167
|
)
|
$
|
86,100
|
|
|
$
|
187,424
|
|
$
|
—
|
|
$
|
187,424
|
|
|
$
|
273,524
|
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Estimated Useful Life
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
|
(in years)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Technology and intellectual property
|
15
|
|
$
|
84,871
|
|
|
$
|
(14,075
|
)
|
|
$
|
70,796
|
|
|
$
|
83,616
|
|
|
$
|
(11,168
|
)
|
|
$
|
72,448
|
|
Customer relationships
|
13 - 15
|
|
68,599
|
|
|
(16,278
|
)
|
|
52,321
|
|
|
68,664
|
|
|
(13,826
|
)
|
|
54,838
|
|
||||||
Total definite-lived intangible assets:
|
|
|
$
|
153,470
|
|
|
$
|
(30,353
|
)
|
|
$
|
123,117
|
|
|
$
|
152,280
|
|
|
$
|
(24,994
|
)
|
|
$
|
127,286
|
|
Trade names
|
|
|
65,390
|
|
|
—
|
|
|
65,390
|
|
|
66,640
|
|
|
—
|
|
|
66,640
|
|
||||||
Other
|
|
|
700
|
|
|
—
|
|
|
700
|
|
|
700
|
|
|
—
|
|
|
700
|
|
||||||
Total intangible assets:
|
|
|
$
|
219,560
|
|
|
$
|
(30,353
|
)
|
|
$
|
189,207
|
|
|
$
|
219,620
|
|
|
$
|
(24,994
|
)
|
|
$
|
194,626
|
|
2019
|
$
|
5,401
|
|
2020
|
10,800
|
|
|
2021
|
10,798
|
|
|
2022
|
10,783
|
|
|
2023
|
10,778
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
Senior secured credit facility:
|
|
|
|
||||
Revolver expiring May 1, 2023 (8.5% at June 30, 2019 and December 31, 2018)
|
$
|
—
|
|
|
$
|
—
|
|
Term Loan—final maturity May 1, 2025 (6.50% at June 30, 2019 and 6.56% December 31, 2018)
|
1,264,000
|
|
|
1,270,400
|
|
||
Less: Unamortized original issue discount
|
(5,983
|
)
|
|
(6,511
|
)
|
||
Less: Unamortized debt issuance cost
|
(28,670
|
)
|
|
(31,310
|
)
|
||
Note payable secured by royalty interest
|
13,239
|
|
|
26,511
|
|
||
Equipment notes payable
|
193
|
|
|
321
|
|
||
Finance leases
|
134
|
|
|
344
|
|
||
Total debt
|
1,242,913
|
|
|
1,259,755
|
|
||
Less: current portion
|
(13,093
|
)
|
|
(13,327
|
)
|
||
Total long-term portion of debt
|
$
|
1,229,820
|
|
|
$
|
1,246,428
|
|
2019
|
$
|
6,400
|
|
2020
|
12,800
|
|
|
2021
|
12,800
|
|
|
2022
|
12,800
|
|
|
2023
|
12,800
|
|
|
Thereafter
|
1,206,400
|
|
|
Total
|
$
|
1,264,000
|
|
|
Six Months Ended
June 30, |
||||||
|
2019
|
|
2018
|
||||
Beginning balance
|
$
|
18,413
|
|
|
$
|
19,032
|
|
Accretion
|
745
|
|
|
611
|
|
||
Additions and revisions of prior estimates
|
1,061
|
|
|
(487
|
)
|
||
Addition related to EPMH acquisition
|
—
|
|
|
2,733
|
|
||
Disposal related to sale of transloads
|
—
|
|
|
(2,116
|
)
|
||
Ending balance
|
$
|
20,219
|
|
|
$
|
19,773
|
|
|
June 30, 2019
|
|
|
December 31, 2018
|
||||||||||||||||||||||||
|
Maturity
Date |
|
Contract/Notional
Amount |
|
Carrying
Amount |
|
Fair
Value |
|
|
Maturity Date
|
|
Contract/Notional
Amount |
|
Carrying
Amount |
|
Fair
Value |
||||||||||||
LIBOR(1) interest rate swap agreement
|
2020
|
|
|
$440
|
million
|
|
$
|
(4,210
|
)
|
|
$
|
(4,210
|
)
|
|
|
2020
|
|
|
$440
|
million
|
|
$
|
(1,475
|
)
|
|
$
|
(1,475
|
)
|
LIBOR(1) interest rate swap agreement
|
2020
|
|
|
$200
|
million
|
|
$
|
(1,898
|
)
|
|
$
|
(1,898
|
)
|
|
|
2020
|
|
|
$200
|
million
|
|
$
|
(663
|
)
|
|
$
|
(663
|
)
|
LIBOR interest rate cap agreement
|
2019
|
|
|
$249
|
million
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
2019
|
|
|
$249
|
million
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Six Months Ended
June 30, |
||||||
|
2019
|
|
2018
|
||||
Deferred losses from derivatives in OCI, beginning of period
|
$
|
(1,621
|
)
|
|
$
|
(76
|
)
|
Loss recognized in OCI from derivative instruments
|
(3,011
|
)
|
|
—
|
|
||
Loss reclassified from Accumulated OCI
|
—
|
|
|
6
|
|
||
Deferred losses from derivatives in OCI, end of period
|
$
|
(4,632
|
)
|
|
$
|
(70
|
)
|
|
Number of
Shares |
|
Weighted
Average Exercise Price |
|
Aggregate Intrinsic Value
|
|
Weighted
Average Remaining Contractual Term in Years |
|||||
Outstanding at December 31, 2018
|
901,996
|
|
|
$
|
28.52
|
|
|
$
|
18,566
|
|
|
4.8 years
|
Granted
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Exercised
|
(10,000
|
)
|
|
$
|
12.87
|
|
|
$
|
11,557
|
|
|
|
Forfeited
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Expired
|
(59,998
|
)
|
|
$
|
24.59
|
|
|
$
|
—
|
|
|
|
Outstanding at June 30, 2019
|
831,998
|
|
|
$
|
28.99
|
|
|
$
|
297,475
|
|
|
4.6 years
|
Exercisable at June 30, 2019
|
831,998
|
|
|
$
|
28.99
|
|
|
$
|
297,475
|
|
|
4.6 years
|
|
Number of Shares
|
|
Grant Date Weighted
Average Fair Value
|
|||
Unvested, December 31, 2018
|
586,409
|
|
|
$
|
25.18
|
|
Granted
|
757,113
|
|
|
$
|
13.67
|
|
Vested
|
(237,876
|
)
|
|
$
|
29.02
|
|
Forfeited
|
(35,811
|
)
|
|
$
|
25.45
|
|
Unvested, June 30, 2019
|
1,069,835
|
|
|
$
|
16.18
|
|
|
Number of Shares
|
|
Grant Date Weighted
Average Fair Value |
|||
Unvested, December 31, 2018
|
838,188
|
|
|
$
|
39.44
|
|
Granted
|
607,130
|
|
|
$
|
15.58
|
|
Vested
|
(522,098
|
)
|
|
$
|
37.76
|
|
Forfeited/Cancelled
|
(68,527
|
)
|
|
$
|
27.14
|
|
Unvested, June 30, 2019
|
854,693
|
|
|
$
|
24.72
|
|
Year ending December 31,
|
Minimum Purchase Commitments
|
||
2019
|
$
|
11,990
|
|
2020
|
15,094
|
|
|
2021
|
9,253
|
|
|
2022
|
6,900
|
|
|
2023
|
6,900
|
|
|
Thereafter
|
5,879
|
|
|
Total future purchase commitments
|
$
|
56,016
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Service cost
|
$
|
156
|
|
|
$
|
322
|
|
|
$
|
742
|
|
|
$
|
601
|
|
Interest cost
|
726
|
|
|
1,158
|
|
|
3,310
|
|
|
2,136
|
|
||||
Expected return on plan assets
|
(834
|
)
|
|
(1,491
|
)
|
|
(4,018
|
)
|
|
(2,734
|
)
|
||||
Net amortization and deferral
|
222
|
|
|
631
|
|
|
846
|
|
|
1,264
|
|
||||
Net pension benefit costs
|
$
|
270
|
|
|
$
|
620
|
|
|
$
|
880
|
|
|
$
|
1,267
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Service cost
|
$
|
23
|
|
|
$
|
27
|
|
|
$
|
47
|
|
|
$
|
54
|
|
Interest cost
|
194
|
|
|
188
|
|
|
390
|
|
|
376
|
|
||||
Expected return on plan assets
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Net post-retirement benefit costs
|
$
|
217
|
|
|
$
|
215
|
|
|
$
|
437
|
|
|
$
|
429
|
|
Leases
|
Classification
|
|
June 30,
2019 |
||
Assets
|
|
|
|
||
Operating
|
Operating lease right-of-use assets
|
|
$
|
196,660
|
|
Total leased assets
|
|
|
$
|
196,660
|
|
|
|
|
|
||
Liabilities
|
|
|
|
||
Current
|
|
|
|
||
Operating
|
Current portion of operating lease liabilities
|
|
$
|
59,479
|
|
Non-current
|
|
|
|
||
Operating
|
Operating lease liabilities
|
|
139,379
|
|
|
Total lease liabilities
|
|
|
$
|
198,858
|
|
|
|
|
|
||
Lease Term and Discount Rate
|
|
|
|
||
Weighted average remaining lease term (years):
|
|
|
|||
Operating leases
|
|
|
4.7 years
|
||
|
|
|
|
||
Weighted average discount rate:
|
|
|
|
||
Operating leases
|
|
|
5.7%
|
Lease Costs
|
|
Classification
|
|
Three Months Ended
June 30, 2019 |
|
Six Months Ended
June 30, 2019 |
||||
Operating lease costs(1)
|
|
Cost of sales
|
|
$
|
22,645
|
|
|
$
|
47,760
|
|
Operating lease costs(2)
|
|
Selling, general and administrative
|
|
1,068
|
|
|
2,237
|
|
||
|
|
|
|
$
|
23,713
|
|
|
$
|
49,997
|
|
(1) Includes short-term operating lease costs of $4.5 million and $11.1 million for the three and six months ended June 30, 2019, respectively.
|
||
(2) Includes short-term operating lease costs of $0.2 million and $0.4 million for the three and six months ended June 30, 2019, respectively.
|
|
|
Six Months Ended
June 30, 2019 |
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
||
Operating cash flows for operating leases
|
|
$
|
35,941
|
|
|
|
|
||
Right-of-use assets obtained in exchange for new lease liabilities:
|
|
|
||
Operating leases
|
|
$
|
226,950
|
|
Maturities of lease liabilities
|
Operating leases
|
||
2019
|
$
|
37,147
|
|
2020
|
61,094
|
|
|
2021
|
42,077
|
|
|
2022
|
32,008
|
|
|
2023
|
22,380
|
|
|
Thereafter
|
38,520
|
|
|
Total lease payments
|
$
|
233,226
|
|
Less: Interest
|
34,368
|
|
|
Total
|
$
|
198,858
|
|
|
|
Three Months Ended
June 30, 2019 |
|
Three Months Ended
June 30, 2018 |
||||||||||||||||||||
Category
|
|
Oil & Gas Proppants
|
|
Industrial & Specialty Products
|
|
Total Sales
|
|
Oil & Gas Proppants
|
|
Industrial & Specialty Products
|
|
Total Sales
|
||||||||||||
Product
|
|
$
|
181,251
|
|
|
$
|
121,790
|
|
|
$
|
303,041
|
|
|
$
|
242,587
|
|
|
$
|
103,370
|
|
|
$
|
345,957
|
|
Service
|
|
91,813
|
|
|
—
|
|
|
91,813
|
|
|
81,476
|
|
|
—
|
|
|
81,476
|
|
||||||
Total Sales
|
|
$
|
273,064
|
|
|
$
|
121,790
|
|
|
$
|
394,854
|
|
|
$
|
324,063
|
|
|
$
|
103,370
|
|
|
$
|
427,433
|
|
|
|
Six Months Ended
June 30, 2019 |
|
Six Months Ended
June 30, 2018 |
||||||||||||||||||||
Category
|
|
Oil & Gas Proppants
|
|
Industrial & Specialty Products
|
|
Total Sales
|
|
Oil & Gas Proppants
|
|
Industrial & Specialty Products
|
|
Total Sales
|
||||||||||||
Product
|
|
$
|
359,838
|
|
|
$
|
240,063
|
|
|
$
|
599,901
|
|
|
$
|
481,009
|
|
|
$
|
159,736
|
|
|
$
|
640,745
|
|
Service
|
|
173,703
|
|
|
—
|
|
|
173,703
|
|
|
155,984
|
|
|
17
|
|
|
156,001
|
|
||||||
Total Sales
|
|
$
|
533,541
|
|
|
$
|
240,063
|
|
|
$
|
773,604
|
|
|
$
|
636,993
|
|
|
$
|
159,753
|
|
|
$
|
796,746
|
|
|
|
Unbilled Receivables
|
||
December 31, 2018
|
|
$
|
90
|
|
Reclassifications to billed receivables
|
|
(1,660
|
)
|
|
Revenues recognized in excess of period billings
|
|
3,134
|
|
|
June 30, 2019
|
|
$
|
1,564
|
|
|
|
Deferred Revenue
|
||
December 31, 2018
|
|
$
|
113,319
|
|
Revenues recognized from balances held at the beginning of the period
|
|
(15,830
|
)
|
|
Revenues deferred from period collections on unfulfilled performance obligations
|
|
12,225
|
|
|
Revenues recognized from period collections
|
|
(1,649
|
)
|
|
June 30, 2019
|
|
$
|
108,065
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Sales:
|
|
|
|
|
|
|
|
||||||||
Oil & Gas Proppants
|
$
|
273,064
|
|
|
$
|
324,063
|
|
|
$
|
533,541
|
|
|
$
|
636,993
|
|
Industrial & Specialty Products
|
121,790
|
|
|
103,370
|
|
|
240,063
|
|
|
159,753
|
|
||||
Total sales
|
394,854
|
|
|
427,433
|
|
|
773,604
|
|
|
796,746
|
|
||||
Segment contribution margin:
|
|
|
|
|
|
|
|
||||||||
Oil & Gas Proppants
|
71,456
|
|
|
114,607
|
|
|
130,044
|
|
|
214,041
|
|
||||
Industrial & Specialty Products
|
50,145
|
|
|
41,301
|
|
|
94,706
|
|
|
61,831
|
|
||||
Total segment contribution margin
|
121,601
|
|
|
155,908
|
|
|
224,750
|
|
|
275,872
|
|
||||
Operating activities excluded from segment cost of sales
|
(20,907
|
)
|
|
(21,320
|
)
|
|
(42,844
|
)
|
|
(32,881
|
)
|
||||
Selling, general and administrative
|
(38,659
|
)
|
|
(42,232
|
)
|
|
(73,315
|
)
|
|
(76,823
|
)
|
||||
Depreciation, depletion and amortization
|
(44,899
|
)
|
|
(36,563
|
)
|
|
(89,499
|
)
|
|
(65,155
|
)
|
||||
Asset impairment
|
—
|
|
|
(16,184
|
)
|
|
—
|
|
|
(16,184
|
)
|
||||
Interest expense
|
(23,765
|
)
|
|
(20,214
|
)
|
|
(47,743
|
)
|
|
(27,284
|
)
|
||||
Other income, net, including interest income
|
15,074
|
|
|
1,081
|
|
|
15,796
|
|
|
1,746
|
|
||||
Income tax expense
|
(2,384
|
)
|
|
(2,832
|
)
|
|
(412
|
)
|
|
(10,353
|
)
|
||||
Net income (loss)
|
$
|
6,061
|
|
|
$
|
17,644
|
|
|
$
|
(13,267
|
)
|
|
$
|
48,938
|
|
Less: Net loss attributable to non-controlling interest
|
(89
|
)
|
|
—
|
|
|
(93
|
)
|
|
—
|
|
||||
Net income (loss) attributable to U.S. Silica Holdings, Inc.
|
$
|
6,150
|
|
|
$
|
17,644
|
|
|
$
|
(13,174
|
)
|
|
$
|
48,938
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Amounts in thousands, except per ton data
|
Three Months Ended
|
|
Percentage Change
|
||||||||||||||
Oil & Gas Proppants
|
June 30,
2019 |
|
March 31,
2019 |
|
December 31,
2018 |
|
June 30, 2019 vs. March 31, 2019
|
|
March 31, 2019 vs. December 31, 2018
|
||||||||
Sales
|
$
|
273,064
|
|
|
$
|
260,477
|
|
|
$
|
243,546
|
|
|
5
|
%
|
|
7
|
%
|
Tons Sold
|
3,932
|
|
|
3,864
|
|
|
3,704
|
|
|
2
|
%
|
|
4
|
%
|
|||
Average Selling Price per Ton
|
$
|
69.45
|
|
|
$
|
67.41
|
|
|
$
|
65.75
|
|
|
3
|
%
|
|
3
|
%
|
•
|
increasing our presence and product offering in specialty products end markets;
|
•
|
optimizing our product mix and further developing value-added capabilities to maximize margins;
|
•
|
effectively positioning our Oil & Gas Proppants facilities to optimally serve our customers;
|
•
|
optimizing our supply chain network and leveraging our logistics capabilities to meet our customers’ needs; and
|
•
|
evaluating both Greenfield and Brownfield expansion opportunities and other acquisitions; and maintaining financial strength and flexibility.
|
(amounts in thousands)
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income (loss) attributable to U.S. Silica Holdings, Inc.
|
$
|
6,150
|
|
|
$
|
17,644
|
|
|
$
|
(13,174
|
)
|
|
$
|
48,938
|
|
Total interest expense, net of interest income
|
23,053
|
|
|
16,490
|
|
|
45,973
|
|
|
22,344
|
|
||||
Provision for taxes
|
2,384
|
|
|
2,832
|
|
|
412
|
|
|
10,353
|
|
||||
Total depreciation, depletion and amortization expenses
|
44,899
|
|
|
36,563
|
|
|
89,499
|
|
|
65,155
|
|
||||
EBITDA
|
76,486
|
|
|
73,529
|
|
|
122,710
|
|
|
146,790
|
|
||||
Non-cash incentive compensation (1)
|
2,799
|
|
|
6,931
|
|
|
6,844
|
|
|
13,185
|
|
||||
Post-employment expenses (excluding service costs) (2)
|
323
|
|
|
554
|
|
|
875
|
|
|
1,109
|
|
||||
Merger and acquisition related expenses (3)
|
6,091
|
|
|
17,624
|
|
|
10,874
|
|
|
20,131
|
|
||||
Plant capacity expansion expenses (4)
|
3,740
|
|
|
10,721
|
|
|
12,311
|
|
|
20,101
|
|
||||
Contract termination expenses (5)
|
—
|
|
|
—
|
|
|
1,000
|
|
|
—
|
|
||||
Asset impairments (6)
|
—
|
|
|
16,184
|
|
|
—
|
|
|
16,184
|
|
||||
Business optimization projects (7)
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||
Facility closure costs (8)
|
4,654
|
|
|
—
|
|
|
7,081
|
|
|
—
|
|
||||
Gain on valuation change of royalty note payable(9)
|
(14,100
|
)
|
|
—
|
|
|
(14,100
|
)
|
|
—
|
|
||||
Other adjustments allowable under the Credit Agreement (10)
|
5,527
|
|
|
(1,932
|
)
|
|
6,740
|
|
|
1,477
|
|
||||
Adjusted EBITDA
|
$
|
85,520
|
|
|
$
|
123,611
|
|
|
$
|
154,341
|
|
|
$
|
218,977
|
|
|
|
|
(1)
|
Reflects equity-based, non-cash compensation expense.
|
|
(2)
|
Includes net pension cost and net post-retirement cost relating to pension and other post-retirement benefit obligations during the applicable period, but in each case excluding the service cost relating to benefits earned during such period. Non-service net periodic benefit costs are not considered reflective of our operating performance because these costs do not exclusively originate from employee services during the applicable period and may experience periodic fluctuations as a result of changes in non-operating factors, including changes in discount rates, changes in expected returns on benefit plan assets, and other demographic actuarial assumptions. See Note P - Pension and Post-Retirement Benefits to our Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information.
|
|
(3)
|
Merger and acquisition related expenses include legal fees, consulting fees, bank fees, severance costs, certain purchase accounting items such as the amortization of inventory fair value step-up, information technology integration costs and similar charges. While these costs are not operational in nature and are not expected to continue for any singular transaction on an ongoing basis, similar types of costs, expenses and charges have occurred in prior periods and may recur in the future as we continue to integrate prior acquisitions and pursue any future acquisitions.
|
|
(4)
|
Plant capacity expansion expenses include expenses that are not inventoriable or capitalizable as related to plant expansion projects greater than $5 million in capital expenditures or plant start up projects. While these expenses are not operational in nature and are not expected to continue for any singular project on an ongoing basis, similar types of expenses have occurred in prior periods and may recur in the future if we continue to pursue future plant capacity expansion.
|
|
(5)
|
Reflects contract termination expenses related to strategically exiting a service contract. While these expenses are not operational in nature and are not expected to continue for any singular event on an ongoing basis, similar types of expenses have occurred in prior periods and may recur in the future as we continue to strategically evaluate our contracts.
|
|
(6)
|
Reflects a $16.2 million asset impairment related to the closure of our resin coating facility and associated product portfolio.
|
|
(7)
|
Reflects costs incurred related to business optimization projects within our corporate center, which aim to measure and improve the efficiency, productivity and performance of our organization. While these costs are not operational in nature and are not expected to continue for any singular project on an ongoing basis, similar types of expenses may recur in the future.
|
|
(8)
|
Reflects costs incurred related to idled sand facilities and closed corporate offices, including severance costs and remaining contracted costs such as office lease costs, maintenance, and utilities. While these costs are not operational in nature and are not expected to continue for any singular event on an ongoing basis, similar types of expenses may recur in the future.
|
|
(9)
|
Gain on valuation change of royalty note payable due to a change in estimate of future tonnages and sales related to the sand shipped from our Tyler, Texas facility. This gain is not operational in nature and is not expected to continue for any singular event on an ongoing basis.
|
|
(10)
|
Reflects miscellaneous adjustments permitted under the Credit Agreement. The three months ended June 30, 2019 includes $4.2 million of loss contingencies reserve. The six months ended June 30, 2019 includes $6.4 million of loss contingencies reserve, partially offset by insurance proceeds of $2.2 million. The three months ended June 30, 2018 includes a $2.7 million credit as a result of the final settlement of contract termination costs related to the divestiture of assets in the first quarter of 2018. The six months ended June 30, 2018 includes a net loss of $0.7 million on divestiture of assets, consisting of $5.2 million of contract termination costs and $1.3 million of divestiture related expenses such as legal fees and consulting fees, partially offset by a $5.8 million gain on sale of assets.
|
(All amounts in thousands, except calculated ratio)
|
|
June 30, 2019
|
||
|
|
|
||
Total debt
|
|
$
|
1,242,779
|
|
Finance leases
|
|
134
|
|
|
Total consolidated debt
|
|
$
|
1,242,913
|
|
|
|
|
||
Adjusted EBITDA-trailing twelve months
|
|
$
|
327,873
|
|
Pro forma Adjusted EBITDA including impact of acquisitions (1)
|
|
—
|
|
|
Other adjustments for covenant calculation (2)
|
|
265
|
|
|
Total Adjusted EBITDA-trailing twelve months for covenant calculation
|
|
$
|
328,138
|
|
|
|
|
||
Consolidated leverage ratio(3)
|
|
3.79
|
|
|
|
|
(1)
|
Covenant calculation allows for the Adjusted EBITDA-trailing twelve months to include the impact of acquisitions on a pro forma basis.
|
|
(2)
|
Covenant calculation excludes activity at legal entities above the operating company, which is mainly interest income offset by public company operating expenses.
|
|
(3)
|
Calculated by dividing total consolidated debt by total Adjusted EBITDA-trailing twelve months for covenant calculation.
|
(In thousands except per ton data)
|
Three Months Ended
June 30, |
|
Percent Change
|
|||||||
|
2019
|
|
2018
|
|
'19 vs.'18
|
|||||
Sales:
|
|
|
|
|
|
|||||
Oil & Gas Proppants
|
$
|
273,064
|
|
|
$
|
324,063
|
|
|
(16
|
)%
|
Industrial & Specialty Products
|
121,790
|
|
|
103,370
|
|
|
18
|
%
|
||
Total sales
|
$
|
394,854
|
|
|
$
|
427,433
|
|
|
(8
|
)%
|
Tons:
|
|
|
|
|
|
|||||
Oil & Gas Proppants
|
3,932
|
|
|
3,465
|
|
|
13
|
%
|
||
Industrial & Specialty Products
|
972
|
|
|
1,024
|
|
|
(5
|
)%
|
||
Total Tons
|
4,904
|
|
|
4,489
|
|
|
9
|
%
|
||
Average Selling Price per Ton:
|
|
|
|
|
|
|||||
Oil & Gas Proppants
|
$
|
69.45
|
|
|
$
|
93.52
|
|
|
(26
|
)%
|
Industrial & Specialty Products
|
125.30
|
|
|
100.95
|
|
|
24
|
%
|
||
Overall Average Selling Price per Ton
|
$
|
80.52
|
|
|
$
|
95.22
|
|
|
(15
|
)%
|
•
|
Compensation related expense increased by $0.2 million for the three months ended June 30, 2019 compared to the three months ended June 30, 2018.
|
•
|
Merger and acquisition related expense decreased by $7.4 million to $1.5 million for the three months ended June 30, 2019 compared to $8.9 million for the three months ended June 30, 2018. The decrease was mainly due to costs related to the acquisition of EPM during the three months ended June 30, 2018 that did not recur during the three months ended June 30, 2019.
|
•
|
A $2.7 million credit during the three months ended June 30, 2018 that did not recur during the three months ended June 30, 2019. The credit resulted from the final settlement of contract termination costs related to the divestiture of assets in the first quarter of 2018.
|
(In thousands except per ton data)
|
Six Months Ended
June 30, |
|
Percent Change
|
|||||||
|
2019
|
|
2018
|
|
'19 vs.'18
|
|||||
Sales:
|
|
|
|
|
|
|||||
Oil & Gas Proppants
|
$
|
533,541
|
|
|
$
|
636,993
|
|
|
(16
|
)%
|
Industrial & Specialty Products
|
240,063
|
|
|
159,753
|
|
|
50
|
%
|
||
Total sales
|
$
|
773,604
|
|
|
$
|
796,746
|
|
|
(3
|
)%
|
Tons:
|
|
|
|
|
|
|||||
Oil & Gas Proppants
|
7,796
|
|
|
6,716
|
|
|
16
|
%
|
||
Industrial & Specialty Products
|
1,938
|
|
|
1,902
|
|
|
2
|
%
|
||
Total Tons
|
9,734
|
|
|
8,618
|
|
|
13
|
%
|
||
Average Selling Price per Ton:
|
|
|
|
|
|
|||||
Oil & Gas Proppants
|
$
|
68.44
|
|
|
$
|
94.85
|
|
|
(28
|
)%
|
Industrial & Specialty Products
|
123.87
|
|
|
83.99
|
|
|
47
|
%
|
||
Overall Average Selling Price per Ton
|
$
|
79.47
|
|
|
$
|
92.45
|
|
|
(14
|
)%
|
•
|
Compensation related expense increased by $5.5 million for the six months ended June 30, 2019 compared to the six months ended June 30, 2018, mainly due to the acquisition of EPM.
|
•
|
Merger and acquisition related expense decreased by $9.5 million to $1.9 million for the six months ended June 30, 2019 compared to $11.4 million for the six months ended June 30, 2018. The decrease was mainly due to costs related to the acquisition of EPM during the six months ended June 30, 2018 that did not recur during the six months ended June 30, 2019.
|
•
|
A net loss of $0.7 million during the six months ended June 30, 2018 that did not recur during the six months ended June 30, 2019. The loss related to the divestiture of assets, consisting of $5.2 million of contract termination costs and $1.3 million of divestiture related expenses such as legal fees and consulting fees, partially offset by a $5.8 million gain on sale of assets.
|
|
Six Months Ended
June 30, |
||||||
|
2019
|
|
2018
|
||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
82,488
|
|
|
$
|
172,943
|
|
Investing activities
|
(80,363
|
)
|
|
(879,721
|
)
|
||
Financing activities
|
(15,235
|
)
|
|
644,568
|
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
Period
|
Total Number of Shares Purchased
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Program(1)
|
|
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program(1)
|
|||||
April 1, 2019 - April 30, 2019
|
36,132
|
|
(2)
|
$
|
17.25
|
|
|
—
|
|
|
126,540,060
|
|
May 1, 2019 - May 31, 2019
|
2,107
|
|
(2)
|
$
|
12.03
|
|
|
—
|
|
|
126,540,060
|
|
June 1, 2019 - June 30, 2019
|
137
|
|
(2)
|
$
|
12.21
|
|
|
—
|
|
|
126,540,060
|
|
Total
|
38,376
|
|
|
$
|
16.94
|
|
|
—
|
|
|
—
|
|
|
|
|
(1)
|
In May 2018, our Board of Directors authorized and announced the repurchase of up to $200 million of our common stock.
|
|
(2)
|
Shares withheld by U.S. Silica to pay taxes due upon the vesting of employee restricted stock and restricted stock units for the months ended April 30, May 31, and June 30, 2019, respectively.
|
ITEM 3.
|
DEFAULT UPON SENIOR SECURITIES
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
OTHER INFORMATION
|
ITEM 6.
|
EXHIBITS
|
|
|
*
|
Filed herewith
|
|
U.S. Silica Holdings, Inc.
|
||
|
|
||
|
/s/ DONALD A. MERRIL
|
||
|
Name:
|
|
Donald A. Merril
|
|
Title:
|
|
Executive Vice President & Chief Financial Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of U.S. Silica Holdings, Inc. (the “Company”) for the quarter ended June 30, 2019;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ BRYAN A. SHINN
|
|
Name: Bryan A. Shinn
|
|
Title: President and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of U.S. Silica Holdings, Inc. (the “Company”) for the quarter ended June 30, 2019;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ DONALD A. MERRIL
|
|
Name: Donald A. Merril
|
|
Title: Executive Vice President and Chief Financial Officer
|
|
i.
|
The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2019 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
|
ii.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ BRYAN A. SHINN
|
|
Name: Bryan A. Shinn
|
|
Title: President and Chief Executive Officer
|
|
i.
|
The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2019 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
|
ii.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ DONALD A. MERRIL
|
|
Name: Donald A. Merril
|
|
Title: Executive Vice President and Chief Financial Officer
|
Mine(a)
|
Section 104
S&S Citations(#) |
|
Section
104(b) Orders (#) |
|
Section
104(d) Citations and Orders (#) |
|
Section
110(b)(2) Violations (#) |
|
Section
107(a) Orders (#) |
|
Proposed
Assessments(b) ($, amounts in dollars) |
|
Mining
Related Fatalities (#) |
||||||||
Ottawa, IL
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—
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—
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—
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—
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—
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$
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—
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Mill Creek, OK
|
1
|
|
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—
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|
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—
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—
|
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—
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548
|
|
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—
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Pacific, MO
|
—
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—
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—
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—
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—
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—
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—
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Berkeley Springs, WV
|
—
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—
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—
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—
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—
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—
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—
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Mapleton Depot, PA
|
—
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—
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—
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—
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—
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667
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—
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Kosse, TX
|
—
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—
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—
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—
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—
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—
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—
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Mauricetown, NJ
|
—
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—
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—
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—
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—
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—
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—
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Port Elizabeth, NJ
|
—
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—
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||||||
Columbia, SC
|
—
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—
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—
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—
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—
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—
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—
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Montpelier, VA
|
—
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—
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—
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—
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—
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129
|
|
|
—
|
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Rockwood, MI
|
—
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—
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—
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—
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—
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—
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—
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Jackson, TN
|
—
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—
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—
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—
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—
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—
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—
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Dubberly, LA
|
—
|
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—
|
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—
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—
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—
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—
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—
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Hurtsboro, AL
|
—
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|
—
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—
|
|
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—
|
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—
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129
|
|
|
—
|
|
|
Sparta, WI
|
—
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—
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—
|
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—
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—
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258
|
|
|
—
|
|
|
Voca, TX
|
—
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|
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—
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—
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—
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—
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—
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—
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Peru, IL
|
—
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—
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—
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—
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—
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—
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—
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Utica, IL
|
—
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—
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—
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|
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—
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—
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129
|
|
|
—
|
|
|
Tyler, TX
|
2
|
|
|
—
|
|
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—
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—
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—
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—
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—
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Festus, MO
|
—
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—
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—
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—
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—
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—
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—
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Seagraves, TX
|
—
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—
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—
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—
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—
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—
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—
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Lamesa, TX
|
2
|
|
|
—
|
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—
|
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—
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|
|
—
|
|
|
1,879
|
|
|
—
|
|
|
Crane County, TX
|
—
|
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—
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—
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—
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—
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—
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—
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Jackson, MS
|
—
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—
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—
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—
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—
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—
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—
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Middletown, TN
|
—
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—
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—
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—
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—
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—
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—
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Clark, NV
|
—
|
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—
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—
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—
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—
|
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—
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—
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Lovelock, NV
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
57,156
|
|
|
—
|
|
|
Fernley, NV
|
1
|
|
|
—
|
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—
|
|
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—
|
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—
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—
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—
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Vale, OR
|
1
|
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—
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—
|
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—
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—
|
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—
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—
|
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|
Fowlkes Mine, MS
|
—
|
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—
|
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—
|
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—
|
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—
|
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—
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—
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Hazen Mine, NV
|
—
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—
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—
|
|
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—
|
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—
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—
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—
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|
Popcorn Mine, NV
|
—
|
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—
|
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—
|
|
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—
|
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—
|
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—
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—
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Colado Mine, NV
|
—
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—
|
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—
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—
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—
|
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—
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—
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Celatom Mine, OR
|
—
|
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|
—
|
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|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
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|
—
|
|
|
Cheto Mine - AZ
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(a)
|
The definition of mine under section 3 of the Mine Act includes the mine, as well as other items used in, or to be used in, or resulting from, the work of extracting minerals, such as land, structures, facilities, equipment, machines, tools and minerals preparation facilities. Unless otherwise indicated, any of these other items associated with a single mine have been aggregated in the totals for that mine. MSHA assigns an identification number to each mine and may or may not assign separate identification numbers to related facilities such as preparation facilities. We are providing the information in the table by mine rather than MSHA identification number because that is how we manage and operate our mining
|
(b)
|
Represents the total dollar value of proposed assessments from MSHA under the Mine Act relating to any type of citation or order issued during the quarter ended June 30, 2019.
|
RYSTAD ENERGY
|
||||
|
|
|
|
|
By:
|
|
/s/ Chris Campbell
|
||
|
|
Name:
|
|
Chris Campbell
|
|
|
Title:
|
|
Business Development Manager
|